ex10_12.htm


    
      

    

    Exhibit
10.1.2

    


     

    Federal
Agricultural Mortgage Corporation

    2008
Omnibus Incentive Plan

     

    Effective June 5, 2008

     

     

    As
Approved by the Board of Directors

    April
3, 2008

     

    As Approved
by the Stockholders

    June 5, 2008

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      
        	 	
                Article
      1. Establishment, Purpose, and Duration

              	
                A-2

              	 
	 	
                Article
      2. Definitions

              	
                A-2

              	
                 

              
	 	
                Article
      3. Administration

              	
                A-6

              	 
	 	
                Article
      4. Shares Subject to This Plan and Maximum Awards

              	
                A-7

              	 
	 	
                Article
      5. Eligibility and Participation

              	
                A-9

              	
                 

              
	 	
                Article
      6. Stock Options

              	
                A-9

              	
                 

              
	 	
                Article
      7. Stock Appreciation Rights

              	
                A-13

              	 
	 	
                Article
      8. Restricted Stock and Restricted Stock Units

              	
                A-15

              	 
	 	
                Article
      9. Performance Units/Performance Shares

              	
                A-17

              	 
	 	
                Article
      10. Cash-Based Awards and Other Stock-Based Awards

              	
                A-18

              	 
	 	
                Article
      11. Transferability of Awards

              	
                A-19

              	 
	 	
                Article
      12. Performance Measures

              	
                A-19

              	 
	 	
                Article
      13. Nonemployee Director Awards

              	
                A-20

              	 
	 	
                Article
      14. Dividend Equivalents

              	
                A-21

              	 
	 	
                Article
      15. Beneficiary Designation

              	
                A-21

              	 
	 	
                Article
      16. Rights of Participants

              	
                A-21

              	 
	 	
                Article
      17. Amendment, Modification, Suspension, and Termination

              	
                A-22

              	 
	 	
                Article
      18. Withholding

              	
                A-23

              	 
	 	
                Article
      19. Successors

              	
                A-23

              	 
	 	
                Article
      20. General Provisions

              	
                A-23

              	 



        
          
             


          

          
             


            
              

            

          

          
             


          

        



    

    Federal
Agricultural Mortgage Corporation

    2008
Omnibus Incentive Plan

    


    Article
1. Establishment, Purpose, and Duration

    


    1.1          Establishment. Federal
Agricultural Mortgage Corporation, a federally chartered instrumentality of the
United States (hereinafter referred to as the “Company”), establishes an
incentive compensation plan to be known as the Federal Agricultural Mortgage
Corporation 2008 Omnibus Incentive Plan
(hereinafter referred to as the “Plan”), as set forth in this
document.

    


    This Plan
permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock
Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance
Shares, Performance Units, Cash-Based Awards, and Other Stock-Based
Awards.

    


    This Plan
shall become effective upon shareholder approval (the “Effective Date”) and
shall remain in effect as provided in Section 1.3 hereof.

    


    1.2          Purpose of this Plan. The
purpose of this Plan is to provide a means whereby Employees and Directors of
the Company develop a sense of proprietorship and personal involvement in the
development and financial success of the Company, and to encourage them to
devote their best efforts to the business of the Company, thereby advancing the
interests of the Company and its shareholders. A further purpose of this Plan is
to provide a means through which the Company may attract able individuals to
become Employees or Directors of the Company and to provide a means whereby
those individuals upon whom the responsibilities of the successful
administration and management of the Company are of importance, can acquire and
maintain stock ownership, thereby strengthening their concern for the welfare of
the Company.

    


    1.3          Duration of this Plan. No
Awards may be granted under the Plan after the date that is ten (10) years after
the Effective Date. Notwithstanding the foregoing, no Incentive Stock Options
may be granted more than ten (10) years after the earlier of: (a) adoption of
this Plan by the Board, or (b) the Effective Date.

    


    Article
2. Definitions

    


    Except as
otherwise provided in an applicable Award Agreement, the following capitalized
terms shall have the meanings set forth below for purposes of the Plan and any
Award.

    


    
      	
               
      

            	
              2.1

            	
              “Annual Award Limit” or
      “Annual Award
      Limits” have the meaning set forth in Section
  4.3.

            


    

    


    
      	
               
      

            	
              2.2

            	
              “Award” means a grant
      under this Plan of Nonqualified Stock Options, Incentive Stock Options,
      Stock Appreciation Rights, Restricted Stock, Restricted Stock Units,
      Performance Shares, Performance Units, Covered Employee annual incentive
      awards, Cash-Based Awards, or Other
      Stock-Based Awards (or any combination thereof), in each case subject to
      the terms of this Plan.

            


    

    


    
      	
               
      

            	
              2.3

            	
              “Award Agreement” means
      a written agreement (including in electronic form) setting forth the terms
      and provisions applicable to an Award granted under this Plan, including
      any amendment or modification
thereof.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
               
      

            	
              2.4

            	
              “Board” or “Board of Directors”
      means the Board of Directors of
  the Company.

            


    

    


    
      	
               
      

            	
              2.5

            	
              “Cash-Based Award” means
      an Award, settled in cash, granted pursuant to
      Article 10.

            


    

    


    
      	
               
      

            	
              2.6

            	
              “Code” means the U.S.
      Internal Revenue Code of 1986, as amended, and the applicable rulings,
      regulations and guidance
thereunder.

            


    

    


    
      	
               
      

            	
              2.7

            	
              “Committee” means the
      Compensation Committee of the Board or a subcommittee thereof, or any
      other committee designated by the Board to administer this Plan. The
      members of the Committee shall be appointed from time to time by and shall
      serve at the discretion of the Board. The Committee shall consist solely
      of two (2) or more Directors, each of whom shall qualify as (i) a
      “nonemployee director” as defined in Rule 16b-3 promulgated under the
      Exchange Act and (ii) an “outside director” for purposes of Code Section
      162(m). If the Committee does not exist or cannot function for any reason,
      the Board may take any action under the Plan that would otherwise be the
      responsibility of the Committee.

            


    

    


    
      	
               
      

            	
              2.8

            	
              “Company” means Federal
      Agricultural Mortgage Corporation, a federally chartered instrumentality
      of the United States, and any successor thereto as provided in
      Article 19 herein.

            


    

    


    
      	
               
      

            	
              2.9

            	
              “Covered Employee” means
      any key Employee who is or
      may become a “Covered Employee,” as defined in Code Section 162(m), and
      who is designated, either as an individual Employee or class of Employees,
      by the Committee within the shorter of: (a) ninety (90) days after the
      beginning of the Performance Period, or (b) twenty-five percent (25%) of
      the Performance Period has elapsed, as a “Covered Employee” under this
      Plan for such applicable Performance
Period.

            


    

    


    
      	
               
      

            	
              2.10

            	
              “Director” means any
      individual who is a member of the Board of Directors of the
      Company.

            


    

    


    
      	
               
      

            	
              2.11

            	
              “Effective Date” has the
      meaning set forth in Section 1.1.

            


    

    


    
      	
               
      

            	
              2.12

            	
              “Employee” means any
      individual designated as an employee of the Company or its Subsidiaries on
      the payroll records thereof. An Employee shall not include any individual
      during any period he or she is classified or treated by the Company or a
      Subsidiary as an independent contractor, a consultant, a nonemployee
      Director or any employee of an employment, consulting, or temporary agency
      or any other entity other than the Company or a Subsidiary, without regard
      to whether such individual is subsequently determined to have been or is
      subsequently retroactively reclassified as a common-law employee of the
      Company or any Subsidiary during such
period.

            


    

    


    
      	
               
      

            	
              2.13

            	
              “Exchange Act” means the
      Securities Exchange Act of 1934, as amended, and the applicable rulings
      and regulations thereunder.

            


    

    


    
      	
               
      

            	
              2.14

            	
              “Fair Market Value” or
      “FMV” means, as of
      any date, the value of a Share that is based on the closing price of a
      Share reported on the New York Stock Exchange (“NYSE”) or other
      established stock exchange (or exchanges) on the applicable date, the
      preceding trading day, the next succeeding trading day, or an average of
      trading days, as determined by the Committee in its discretion. Unless the
      Committee determines otherwise, Fair Market Value shall be deemed to be
      equal to the reported closing price of a Share on the most recent date on
      which Shares were publicly traded. In the event Shares are not publicly
      traded at the time a determination of their value is required to be made
      hereunder, the determination of their Fair Market Value shall be made by
      the Committee in such manner as it deems appropriate. For purposes of any
      Nonqualified Stock Option or Stock Appreciation Right that is intended to
      be exempt from Code Section 409A pursuant to Treasury Regulation Section
      1.409A-1(b)(5), FMV shall not be less than the fair market value of a
      Share determined in accordance with the requirements of Treasury
      Regulation Section
1.409A-1(b)(5)(iv).

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              2.15

            	
              “Full-Value Award” means
      an Award other than in the form of an ISO, NQSO, or SAR, and which is
      settled by the delivery of Shares.

            


    

    


    
      	
               
      

            	
              2.16

            	
              “Grant Price” means the
      FMV at the time of grant of an SAR pursuant to Article 7, used to
      determine the amount of any payment due to the Participant upon exercise
      of the SAR.

            


    

    


    
      	
               
      

            	
              2.17

            	
              “Incentive Stock Option”
      or “ISO” means an
      Option granted to an Employee to purchase Shares pursuant to Article 6,
      which Option is designated as an Incentive Stock Option intended to
      satisfy the requirements of Code Section 422, or any successor provision
      thereto.

            


    

    


    
      	
               
      

            	
              2.18

            	
              “Nonemployee Director”
      means a Director who is not an Employee.

            


    

    


    
      	
               
      

            	
              2.19

            	
              “Nonemployee Director Award”
      means any NQSO, SAR, or Full-Value Award granted, whether singly,
      in combination, or in tandem, to a Participant who is a Nonemployee
      Director pursuant to such applicable terms, conditions, and limitations as
      the Board may establish in accordance with this
  Plan.

            


    

    


    
      	
               
      

            	
              2.20

            	
              “Nonqualified Stock
      Option” or “NQSO” means
      an Option granted to an Employee to purchase Shares pursuant to
      Article 6, which Option is not intended to meet the requirements of Code
      Section 422, or that otherwise does not meet such
      requirements.

            


    

    


    
      	
               
      

            	
              2.21

            	
              “Option” means an
      Incentive Stock Option or a Nonqualified Stock Option, as described
      in Article 6.

            


    

    


    
      	
               
      

            	
              2.22

            	
              “Option Price” means the
      price at which a Share may be purchased by a Participant pursuant to an
      Option.

            


    

    


    
      	
               
      

            	
              2.23

            	
              “Other Stock-Based Award”
      means an equity-based or equity-related Award not otherwise
      described by the terms of this Plan, granted pursuant to Article
      10.

            


    

    


    
      	
               
      

            	
              2.24

            	
              “Participant” means any
      eligible individual as set forth in Article 5 to whom an Award is
      granted.

            


    

    


    
      	
               
      

            	
              2.25

            	
              “Performance-Based
      Compensation” means compensation under an Award that is intended to
      satisfy the requirements of Code Section 162(m) for certain
      performance-based compensation paid to Covered Employees. Notwithstanding
      the foregoing, nothing in this Plan shall be construed to mean that an
      Award which does not satisfy the requirements for performance-based
      compensation under Code Section 162(m) does not constitute
      performance-based compensation for other purposes, including Code
      Section 409A.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              2.26

            	
              “Performance Measures”
      means measures as described in Article 12 on which the performance goals
      are based and which are approved by the Company’s shareholders pursuant to
      this Plan in order to qualify Awards as Performance-Based
      Compensation.

            


    

    


    
      	
               
      

            	
              2.27

            	
              “Performance Period”
      means the period of time during which the performance goals must be met in
      order to determine the degree of exercisability, vesting, distribution,
      and/or payment with respect to an
Award.

            


    

    


    
      	
               
      

            	
              2.28

            	
              “Performance Share”
      means an Award under Article 9 herein and subject to the terms of
      this Plan, denominated in Shares, the value of which at the time it is
      payable is determined as a function of the extent to which corresponding
      performance criteria have been
achieved.

            


    

    


    
      	
               
      

            	
              2.29

            	
              “Performance Unit” means
      an Award under Article 9 herein and subject to the terms of this Plan,
      denominated in United States dollars, the value of which at the time it is
      payable is determined as a function of the extent to which corresponding
      performance criteria have been
achieved.

            


    

    


    
      	
               
      

            	
              2.30

            	
              “Period of Restriction”
      means the period when Restricted Stock or Restricted Stock Units are
      subject to a substantial risk of forfeiture for purposes of Code Section
      83 (based on the performance of services, the achievement of performance
      goals, or upon the occurrence of other events as determined by the
      Committee, in its discretion), as provided in Article
  8.

            


    

    


    
      	
               
      

            	
              2.31

            	
              “Plan” means this
      Federal Agricultural Mortgage Corporation 2008 Omnibus Incentive
      Plan, as amended from time to time.

            


    

    


    
      	
               
      

            	
              2.32

            	
              “Plan Year” means the
      calendar year.

            


    

    


    
      	
               
      

            	
              2.33

            	
              “Prior Plan” means the
      Company’s 1997 Incentive Plan, as amended and
  restated.

            


    

    


    
      	
               
      

            	
              2.34

            	
              “Restricted Stock” means
      an Award of Shares granted or sold to a Participant pursuant to Article
      8.

            


    

    


    
      	
               
      

            	
              2.35

            	
              “Restricted Stock Unit”
      means a right, granted to a Participant pursuant to Article 8, to receive
      on a future date Shares or an amount in cash equal to the FMV of such
      Shares.

            


    

    


    
      	
               
      

            	
              2.36

            	
              “Share” means a share of
      Class C Non-Voting common stock of the Company, $1.00 par value per
      share.

            


    

    


    
      	
               
      

            	
              2.37

            	
              “Stock Appreciation
      Right” or “SAR” means a right,
      granted to a Participant pursuant to Article 7, to receive upon exercise
      of such right, in cash or Shares (or a combination thereof), an amount
      equal to the increase in the FMV of a number of Shares over the Grant
      Price.

            


    

    


    
      	
               
      

            	
              2.38

            	
              “Subsidiary” means any
      corporation or other entity in which the Company has or obtains, directly
      or indirectly, a proprietary interest of more than fifty percent (50%) by
      reason of stock ownership or
otherwise.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Article
3. Administration

    


    3.1          General. The Committee shall
be responsible for administering this Plan, subject to the provisions of this
Plan. The Committee may engage attorneys, consultants, accountants, agents, and
other individuals, any of whom may be an Employee, and the Committee, the
Company, and its officers and Directors shall be entitled to rely upon the
advice, opinions, or valuations of any such individuals. All actions taken and
all interpretations and determinations made by the Committee shall be final,
binding and conclusive upon the Participants, the Company, and all other
interested parties.

    


    3.2          Authority of the Committee.
The Committee shall have full and exclusive discretionary power to interpret the
terms and the intent of this Plan and any Award Agreement or other agreement or
document ancillary to or in connection with this Plan, to determine eligibility
for Awards, and to adopt such rules, regulations, forms, instruments, and
guidelines for administering this Plan as the Committee may deem necessary or
proper. Such authority shall include, but not be limited to, selecting Award
recipients, establishing all Award terms and conditions, including the terms and
conditions set forth in Award Agreements, granting Awards as an alternative to
or as the form of payment for grants or rights earned or due under compensation
plans or arrangements of the Company, construing any provision of the Plan or
any Award Agreement, and, subject to Article 17, adopting modifications and
amendments to this Plan or any Award Agreement.

    


    3.3          Delegation. To the extent
permitted by applicable law, regulation or rule, the Board or the Committee may
designate one or more officers of the Company, Employees, or agents to assist
with administration of the Plan and may grant authority to one or more officers
of the Company to execute Award Agreements or other documents on behalf of the
Company. Any authority granted to an officer of the Company, Employee, or agent
by the Board or the Committee pursuant to this Section 3.3 shall be subject to
such restrictions and limitations as the Board or the Committee may specify from
time to time, and the Board or the Committee may at any time rescind the
authority so delegated or appoint one or more other officers of the Company,
Employees, or agents to assist with administration of the Plan. An officer of
the Company, Employee, or agent appointed under this Section 3.3 to assist with
the administration of the Plan shall serve in such capacity at the pleasure of
the Board or the Committee.

    


    3.4          Nonemployee Director Awards.
The Board shall be responsible for administering this Plan with respect to
Awards to Nonemployee Directors, subject to the provisions of this Plan. With
respect to the administration of the Plan as it relates to Awards granted to
Nonemployee Directors, references in this Plan to the “Committee” shall refer to
the Board.

    


    Article
4. Shares Subject to This Plan and Maximum Awards

    


    4.1          Number of Shares Available for
Awards.

    


    
      	
               
      

            	
              (a)

            	
              Subject
      to adjustment as provided in Section 4.4, the maximum number of
      Shares available for delivery to Participants and approved by shareholders
      under this Plan (the “Share Authorization”) shall
  be:

            


    

     

    
      	
            	
              (i)

            	
              One
      million five hundred thousand (1,500,000) Shares,
  plus

            


    

     

    
      	
            	
              (ii)

            	
              Any
      Shares subject to outstanding awards under the Company’s Prior Plan as of
      the Effective Date that on or after the Effective Date cease for any
      reason to be subject to such awards (other than by reason of exercise or
      settlement of the awards to the extent they are exercised for or settled
      in vested and nonforfeitable Shares) up to an aggregate maximum of
      one million (1,000,000)
Shares.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (b)

            	
              The
      maximum number of Shares of the Share Authorization that may be delivered
      pursuant to ISOs under this Plan shall be one million five hundred
      thousand (1,500,000) Shares.

            


    

    


    4.2          Share Usage. Shares covered by
an Award shall only be counted as used to the extent they are actually
delivered. Any Shares related to Awards which terminate by expiration,
forfeiture, cancellation, or otherwise without the delivery of such Shares, are
settled in cash in lieu of Shares, or are exchanged with the Committee’s
permission, prior to the delivery of Shares, for Awards not involving Shares,
shall be available again for grant under this Plan. Moreover, if the Option
Price of any Option granted under this Plan or the tax withholding requirements
with respect to any Award granted under this Plan are satisfied by tendering
Shares to the Company (by either actual delivery or by attestation), or if an
SAR is exercised, only the number of Shares delivered, net of the Shares
tendered, if any, will be deemed delivered for purposes of determining the
maximum number of Shares available for delivery under this Plan. The Shares
available for delivery under this Plan may be authorized and unissued Shares or
treasury Shares.

    


    4.3          Annual Award Limits. Unless
and until the Committee determines that an Award to a Covered Employee shall not
be designed to qualify as Performance-Based Compensation, the following limits
(each an “Annual Award Limit” and, collectively, “Annual Award Limits”) shall
apply to grants of such Awards under this Plan:

    


    
      	
               
      

            	
              (a)

            	
              Options: The maximum
      aggregate number of Shares subject to Options granted in any one Plan Year
      to any one Participant shall be
300,000.

            


    

    


    
      	
               
      

            	
              (b)

            	
              SARs: The maximum number
      of Shares subject to Stock Appreciation Rights granted in any one Plan
      Year to any one Participant shall be
300,000.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Restricted Stock or Restricted
      Stock Units: The maximum aggregate grant with respect to Awards of
      Restricted Stock or Restricted Stock Units in any one Plan Year to any one
      Participant shall be 150,000.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Performance Units or
      Performance Shares: The maximum aggregate Award of Performance
      Units or Performance Shares that a Participant may receive in any one Plan
      Year shall be 150,000 Shares, or equal to the value of 150,000 Shares
      determined as of the date of vesting or payout, as
    applicable.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Cash-Based Awards: The
      maximum aggregate amount awarded or credited with respect to Cash-Based
      Awards to any one Participant in any one Plan Year may not exceed the
      value of $2,000,000 dollars determined as of
      the date of vesting or payout, as
applicable.

            


    

    


    
      	
               
      

            	
              (f)

            	
              Other Stock-Based
      Awards: The maximum aggregate grant with respect to Other
      Stock-Based Awards pursuant to Section 10.2 in any one Plan Year to any
      one Participant shall be 150,000.

            


    

    


    4.4          Adjustments in Authorized
Shares. In the event of any corporate event or transaction, including,
but not limited to, a change in the Shares or the capitalization of the Company,
a merger, consolidation, reorganization, recapitalization, separation, partial
or complete liquidation, stock dividend, stock split, reverse stock split, split
up, spin-off, or other distribution of stock or property of the Company,
combination of Shares, exchange of Shares, dividend in-kind, or other like
change in capital structure, number of outstanding Shares or distribution (other
than normal cash dividends) to shareholders of the Company, or any similar
corporate event or transaction, the Committee, in order to prevent dilution or
enlargement of Participants’ rights under this Plan and outstanding Awards,
shall substitute or adjust, as applicable, the number and kind of Shares (or
cash) that may be delivered under this Plan or under particular forms of Awards,
the number and kind of Shares (or cash) subject to outstanding Awards, the
Option Price or Grant Price applicable to outstanding Awards, the Annual Award
Limits, and the terms and conditions of outstanding Awards. Notwithstanding
anything herein to the contrary, the Committee may not take any such action
described in this Section 4.4 that would cause an Award that is otherwise exempt
from Code Section 409A to become subject to Code Section 409A, or cause an Award
that is subject to the requirements of Code Section 409A to fail to comply with
such requirements.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    The
Committee shall also make appropriate adjustments in the terms of any Awards
under this Plan to reflect or related to such changes or distributions and to
modify any other terms of outstanding Awards, including modifications of
performance goals and changes in the length of Performance Periods. The
determination of the Committee as to the foregoing adjustments, if any, shall be
final, conclusive and binding on the Company and its Subsidiaries, and all
Participants and other parties having any interest in an Award under this
Plan.

    


    Subject
to the provisions of Article 17 and notwithstanding anything else herein to the
contrary, without affecting the number of Shares reserved or available
hereunder, the Committee may authorize the issuance or assumption of benefits,
or grant of substitute Awards under this Plan in connection with any merger,
consolidation, acquisition of property or stock, or reorganization upon such
terms and conditions as it may deem appropriate (including, but not limited to,
a conversion of equity awards into Awards under this Plan in a manner consistent
with paragraph 53 of FASB Interpretation No. 44), subject to compliance with the
rules under Code Sections 409A, 422, and 424, and other applicable law, rules or
regulations.

    


    Article
5. Eligibility and Participation

    


    5.1          Eligibility. Individuals
eligible to participate in this Plan include all Employees and
Directors.

    


    5.2          Actual Participation. Subject
to the provisions of this Plan, the Committee may, from time to time, select
from all eligible individuals, those individuals to whom Awards shall be granted
and shall determine, in its sole discretion, the nature of, any and all terms
permissible by law, and the amount of each Award.

    


    Article
6. Stock Options

    


    6.1          Grant of Options. Subject to
the terms and provisions of this Plan, Options may be granted to Participants in
such number, and upon such terms, and at any time and from time to time as
shall be determined by the Committee, in its sole discretion; provided that ISOs
may be granted only to eligible Employees of the Company or its Subsidiaries (as
permitted under Code Sections 422 and 424). However, an Employee who is employed
by a Subsidiary and is subject to Code Section 409A may only be granted
Options to the extent the Shares corresponding to the Options qualify as
“service recipient stock” for purposes of Code Section 409A.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    6.2          Option Award Agreement. Each
Option Award shall be evidenced by an Award Agreement that shall specify the
Option Price, the maximum duration of the Option, the number of Shares to which
the Option pertains, the conditions upon which an Option shall become vested and
exercisable, and such other provisions as the Committee shall determine which
are not inconsistent with the terms of this Plan. The Award Agreement also shall
specify whether the Option is intended to be an ISO or an NQSO.

    


    6.3          Option Price. The Option Price
for each grant of an Option under this Plan shall be determined by the Committee
in its sole discretion and shall be specified in the Award Agreement; provided, however, the Option
Price must be at least equal to one hundred percent (100%) of the FMV of the
Shares as determined on the date of grant.

    


    6.4          Term of Options. Each Option
granted to a Participant shall expire at such time as the Committee shall
determine at the time of grant; provided, however, no Option
shall be exercisable later than the tenth (10th)
anniversary date of its grant.

    


    6.5          Exercise of Options. Options
granted under this Article 6 shall be exercisable at such times and be
subject to such restric­tions and conditions as the Committee shall in each
instance approve, which terms and restrictions need not be the same for each
grant or for each Participant.

    


    6.6          Payment. Subject to the
provisions of the applicable Award Agreement, Options granted under this Article
6 shall be exercised by the delivery of a notice of exercise to the Company or
an agent designated by the Company in a form specified or accepted by the
Committee, or by complying with any alternative procedures which may be
authorized by the Committee, setting forth the number of Shares with respect to
which the Option is to be exercised, accompanied by full payment for the
Shares.

    


    A
condition of the delivery of the Shares as to which an Option shall be exercised
shall be the payment of the Option Price. The Option Price of any Option shall
be payable to the Company in full either: (a) in cash or its equivalent;
(b) by tendering (either by actual delivery or attestation) previously acquired
Shares having an aggregate fair market value at the time of exercise equal to
the Option Price; (c) by a cashless (broker-assisted) exercise; (d) by
withholding Shares otherwise deliverable in connection with the exercise of the
Option; (e) by any other method approved or accepted by the Committee in its
sole discretion; or (f) by a combination of any of the foregoing, subject to
such terms and conditions as the Committee, in its discretion, may
impose.

    


    Subject
to any governing rules or regulations, as soon as practicable after receipt of
written notification of exercise and full payment (including satisfaction of any
applicable tax withholding), the Company shall deliver to the Participant
evidence of book entry Shares, or upon the Participant’s request, Share
certificates in an appropriate amount based upon the number of Shares purchased
under the Option(s).

    


    Unless
otherwise determined by the Committee, all cash payments shall be made in United
States dollars.

    


    6.7          Restrictions. The Committee
may impose such restrictions on any Shares acquired pursuant to the exercise of
an Option granted under this Article 6 as it may deem advisable, including,
without limitation, minimum holding period requirements, restrictions under
applicable federal and state laws, blackout periods or under the requirements of
any stock exchange or market upon which such Shares are then listed
and/or traded.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    6.8          Termination of
Employment. Each Participant’s Award
Agreement shall set forth the extent to which the Participant shall have the
right to exercise the Option following termination of the Participant’s
employment or provision of services to the Company or its Subsidiaries. Such
provisions shall be determined in the sole discretion of the Committee, shall be
included in the Award Agreement, need not be uniform among all Options granted
pursuant to this Article 6, and may reflect distinctions based on the reason for
termination.

    


    Except as
provided in the Award Agreement and as provided below, if a Participant ceases
for any reason to be employed by the Company or its Subsidiaries (unless such
termination of employment was for “Cause”), the Participant may, at any time
within ninety (90) days after the effective date of such termination of
employment, exercise his or her Options to the extent that he or she would be
entitled to exercise them on such date, but in no event shall any Option be
exercisable more than ten (10) years from the date it was granted; provided, however,
that the Committee shall have the discretion to determine whether Options not
yet exercisable at the date of termination of employment shall become
immediately exercisable for ninety (90) days thereafter. The Committee shall
determine, subject to applicable law, whether a leave of absence shall
constitute a termination of service.

    


    If a
Participant ceases to be employed by the Company or its Subsidiaries for
“Cause,” the Participant’s unexercised Options shall terminate immediately. For
purposes of this Section 6.8, “Cause” shall be defined as in the employment
agreement, if any, between the Company or its Subsidiaries and such Participant,
or, if there is no employment agreement, shall mean: (a) the willful failure of
the Participant substantially to perform his or her duties, other than any such
failure resulting from incapacity due to physical or mental illness, or (b) the
willful engagement by the Participant in activities contrary to the best
interests of the Company.

    


    Unless
otherwise provided in the Award Agreement, if a Participant dies while employed
by the Company or its Subsidiaries, or within ninety (90) days after having
retired with the consent of the Company or its Subsidiaries, the Shares which
the Participant was entitled to exercise on the date of the Participant’s death
under an Option or Options granted under the Plan may be exercised at any time
after the Participant’s death by the Participant’s beneficiary; provided, however,
that no Option may be exercised after the earlier of: (a) one (1) year after the
Participant’s death, or (b) the expiration date specified for the particular
Option in the Award Agreement; and provided, further, that any unvested Option
or Options shall immediately vest upon the death of a Participant while employed
by the Company or its Subsidiaries and may be exercised as provided in this
Section 6.8.

    


    Unless
otherwise provided in the Award Agreement, if a Participant terminates
employment by reason of Disability (as defined below), any unexercised Option
held by the Participant shall, if unvested, immediately vest and shall expire
one (1) year after the Participant has a termination of employment because of
such “Disability” and such Option may only be exercised by the Participant or
his or her beneficiary to the extent that the Option was exercisable on the date
of termination of employment because of such “Disability;” provided, however, no
Option may be exercised after the expiration date specified for the particular
Option in the Award Agreement. “Disability” shall mean: (a) in the case of a
Participant whose employment with the Company or a Subsidiary is subject to the
terms of an employment agreement between such Participant and the Company
or  Subsidiary, which employment agreement includes a definition of
“Disability,” the term “Disability” as used in this Plan or any Award Agreement
shall have the meaning set forth in such employment agreement during the period
that such employment agreement remains in effect; and (b) in all other cases,
the term “Disability” as used in this Plan or any Award Agreement shall mean a
condition that (in the opinion of an independent medical consultant) has
rendered the Participant mentally or physically incapable of performing the
services required to be performed by the Participant and has resulted in the
termination of the directorship or employment relationship, as the case may
be.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    6.9          Notification of Disqualifying
Disposition. If any Participant shall make any disposition of Shares
delivered pursuant to the exercise of an ISO under the circumstances described
in Code Section 421(b) (relating to certain disqualifying dispositions), such
Participant shall notify the Company of such disposition within ten (10) days
thereof.

    


    6.10       No Other Feature of Deferral.
No Option granted pursuant to this Plan shall provide for any feature for the
deferral of compensation subject to Code Section 409A, unless such deferral
complies with the requirements of Code Section 409A.

    


    6.11       Right of First Refusal. The
Committee may, in its discretion, include in any Award Agreement relating to an
Option granted under the Plan a condition that the Participant shall agree to
grant the Company a Right of First Refusal, which, if so included, shall have
the following terms and conditions:

    


    
      	
               
      

            	
              (a)

            	
              The
      Participant shall give the Company written notice (the “Offer Notice”) of
      the Participant’s intention to sell any Shares acquired (or to be
      acquired) upon exercise of an Option (the “Offered Shares”). The Company
      shall have three (3) business days (the “Exercise Period”) following
      receipt of the Offer Notice to determine whether to exercise its Right of
      First Refusal, which may be exercised either as to all or as to none of
      the Offered Shares. By the end of the Exercise Period, the Company shall
      have given written notice to the Participant of its election to exercise
      (the “Acceptance Notice”) or not to exercise (the “Rejection Notice”) its
      Right of First Refusal. The Participant shall tender the Offered Shares to
      the Company within ten (10) business days after receipt of an Acceptance
      Notice. Upon receipt of a Rejection Notice, the Participant may sell the
      Offered Shares free and clear of such Right of First
    Refusal.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      price to be paid by the Company for the Offered Shares shall be the Fair
      Market Value of the Company’s
Shares.

            


    

    


    Article
7. Stock Appreciation Rights

    


    7.1          Grant of SARs. Subject to the
terms and conditions of this Plan, SARs may be granted to Participants at any
time and from time to time as shall be determined by the Committee. However, an
Employee who is employed by a Subsidiary and is subject to Code Section 409A may
only be granted SARs to the extent the Shares corresponding to the SARs qualify
as “service recipient stock” for purposes of Code Section 409A.

    


    Subject
to the terms and conditions of this Plan, the Committee shall have complete
discretion in determining the number of SARs granted to each Participant and in
determining the terms and conditions pertaining to such SARs which are not
inconsistent with the terms of this Plan.

    


    The Grant
Price for each grant of an SAR shall be determined by the Committee and shall be
specified in the Award Agreement; provided, however,
the Grant Price on the date of grant must be at least equal to one hundred
percent (100%) of the FMV of the Shares as determined on the date of
grant.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    7.2          SAR Award Agreement. Each SAR
Award shall be evidenced by an Award Agreement that shall specify the Grant
Price, the term of the SAR, and such other provisions as the Committee shall
determine which are not inconsistent with the terms of this Plan.

    


    7.3          Term of SAR. The term of an
SAR granted under this Plan shall be determined by the Committee, in its sole
discretion, and except as determined otherwise by the Committee and specified in
the SAR Award Agreement, no SAR shall be exercisable later than the tenth
(10th)
anniversary date of its grant.

    


    7.4          Exercise of SARs. SARs may be
exercised upon whatever terms and conditions the Committee, in its sole
discretion, imposes.

    


    7.5          Settlement of SARs. Upon the
exercise of an SAR, a Participant shall be entitled to receive payment from the
Company in an amount determined by multiplying:

    


    
      	
               
      

            	
              (a)

            	
              The
      excess of the Fair Market Value of a Share on the date of exercise over
      the Grant Price; by

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      number of Shares with respect to which the SAR is
    exercised.

            


    

    


    At the
discretion of the Committee, the payment upon SAR exercise may be in cash,
Shares, or any combination thereof, or in any other manner approved by the
Committee in its sole discretion. The Committee’s determination regarding the
form of SAR payout shall be set forth in the Award Agreement pertaining to the
grant of the SAR.

    


    7.6          Termination of Employment.
Each Award Agreement shall set forth the extent to which the Participant shall
have the right to exercise the SAR following termination of the Participant’s
employment with or provision of services to the Company or its Subsidiaries.
Such provisions shall be determined in the sole discretion of the Committee,
shall be included in the Award Agreement, need not be uniform among all SARs
granted pursuant to this Plan, and may reflect distinctions based on the reason
for termination.

    


    Except as
provided in the Award Agreement and as provided below, if a Participant ceases
for any reason to be employed by the Company or its Subsidiaries (unless such
termination of employment was for “Cause”), the Participant may, at any time
within ninety (90) days after the effective date of such termination of
employment, exercise his or her SARs to the extent that he or she would be
entitled to exercise them on such date, but in no event shall any SAR be
exercisable more than ten (10) years from the date it was granted; provided, however,
that the Committee shall have the discretion to determine whether SARs not yet
exercisable at the date of termination of employment shall become immediately
exercisable for ninety (90) days thereafter. The Committee shall determine,
subject to applicable law, whether a leave of absence shall constitute a
termination of service.

    


    If a
Participant ceases to be employed by the Company or its Subsidiaries for
“Cause,” the Participant’s unexercised SARs shall terminate immediately. For
purposes of this Section 7.6, “Cause” shall be defined as in the employment
agreement, if any, between the Company or its Subsidiaries and such Participant,
or, if there is no employment agreement, shall mean: (a) the willful failure of
the Participant substantially to perform his or her duties, other than any such
failure resulting from incapacity due to physical or mental illness, or (b) the
willful engagement by the Participant in activities contrary to the best
interests of the Company.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Unless
otherwise provided in the Award Agreement, if a Participant dies while employed
by the Company or its Subsidiaries, or within ninety (90) days after having
retired with the consent of the Company or its Subsidiaries, the Shares which
the Participant was entitled to exercise on the date of the Participant’s death
under an SAR or SARs granted under the Plan may be exercised at any time after
the Participant’s death by the Participant’s beneficiary; provided, however,
that no SAR may be exercised after the earlier of: (a) one (1) year after the
Participant’s death, or (b) the expiration date specified for the particular SAR
in the Award Agreement; and provided, further, that any unvested SAR or SARs
shall immediately vest upon the death of a Participant while employed by the
Company or its Subsidiaries and may be exercised as provided in this Section
7.6.

    


    Unless
otherwise provided in the Award Agreement, if a Participant terminates
employment by reason of Disability (as defined below), any unexercised SAR held
by the Participant shall, if unvested, immediately vest and shall expire one (1)
year after the Participant has a termination of employment because of such
“Disability” and such SAR may only be exercised by the Participant or his or her
beneficiary to the extent that the SAR was exercisable on the date of
termination of employment because of such “Disability;” provided, however, no
SAR may be exercised after the expiration date specified for the particular SAR
in the Award Agreement. “Disability” shall mean: (a) in the case of a
Participant whose employment with the Company or a Subsidiary is subject to the
terms of an employment agreement between such Participant and the Company
or  Subsidiary, which employment agreement includes a definition of
“Disability,” the term “Disability” as used in this Plan or any Award Agreement
shall have the meaning set forth in such employment agreement during the period
that such employment agreement remains in effect; and (b) in all other cases,
the term “Disability” as used in this Plan or any Award Agreement shall mean a
condition that (in the opinion of an independent medical consultant) has
rendered the Participant mentally or physically incapable of performing the
services required to be performed by the Participant and has resulted in the
termination of the directorship or employment relationship, as the case may
be.

    


    7.7          Restrictions. The Committee
shall impose such other conditions and/or restrictions on any Shares received
upon exercise of an SAR granted pursuant to this Plan as it may deem advisable
or desirable. These restrictions may include, but shall not be limited to, a
requirement that the Participant hold the Shares received upon exercise of an
SAR for a specified period of time, restrictions under applicable federal and
state laws, blackout periods or under the requirements of any stock exchange or
market upon which such Shares are then listed and/or traded.

    


    7.8          No Other Feature of Deferral.
No SAR granted pursuant to this Plan shall provide for any feature for the
deferral of compensation subject to Code Section 409A unless such deferral
complies with the requirements of Code Section 409A.

    


    Article
8. Restricted Stock and Restricted Stock Units

    


    8.1          Grant of Restricted Stock or Restricted Stock
Units. Subject to the terms and provisions of this Plan, the Committee,
at any time and from time to time, may grant Shares of Restricted Stock and/or
Restricted Stock Units to Participants in such amounts as the Committee shall
determine.

    


    8.2          Restricted Stock and Restricted Stock
Unit Award Agreement. Each Restricted Stock and/or Restricted Stock Unit
Award shall be evidenced by an Award Agreement that shall specify the Period(s)
of Restriction, the number of Shares of Restricted Stock or the number of
Restricted Stock Units granted, and such other provisions as the Committee shall
determine which are not inconsistent with the terms of this
Plan.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    8.3          Restrictions. The Committee
shall impose such other conditions and/or restrictions on any Shares of
Restricted Stock or Restricted Stock Units granted pursuant to this Plan as it
may deem advisable including, without limitation, a requirement that
Participants pay a stipulated purchase price for each Share of Restricted Stock
or each Restricted Stock Unit, restrictions based upon the achievement of
specific performance goals, service-based restrictions on vesting following the
attainment of the performance goals, service-based restrictions, and/or
restrictions under applicable laws or under the requirements of any stock
exchange or market upon which such Shares are listed or traded, or holding
requirements or sale restrictions placed on the Shares by the Company upon
vesting of such Restricted Stock or Restricted Stock Units.

    


    To the
extent deemed appropriate by the Committee, the Company may retain the
certificates representing Shares of Restricted Stock in the Company’s possession
until such time as all conditions and/or restrictions applicable to such Shares
have been satisfied or lapse.

    


    Except as
otherwise provided in this Article 8, Shares of Restricted Stock subject to each
Restricted Stock Award shall become freely transferable by the Participant after
all conditions and restrictions applicable to such Shares have been satisfied or
lapse (including satisfaction of any applicable tax withholding obligations),
and Restricted Stock Units shall be paid in cash, Shares, or a combination of
cash and Shares as the Committee, in its sole discretion, shall
determine.

    


    8.4          Certificate Legend. In
addition to any legends placed on certificates pursuant to Section 8.3,
each certificate representing Shares of Restricted Stock granted pursuant to
this Plan may bear a legend such as the following or as otherwise determined by
the Committee in its sole discretion:

    


    The sale
or transfer of Shares of stock represented by this certificate, whether
voluntary, involuntary, or by operation of law, is subject to certain
restrictions on transfer as set forth in the Federal Agricultural Mortgage
Corporation 2008 Omnibus Incentive Plan,
and in the associated Award Agreement. A copy of this Plan and such Award
Agreement may be obtained from Federal Agricultural Mortgage
Corporation.

    


    8.5          Voting Rights. Shares
corresponding to Awards under this Plan have no voting rights.

    


    8.6          Termination of Employment.
Each Award Agreement shall set forth the extent to which the Participant shall
have the right to retain Restricted Stock and/or Restricted Stock Units
following termination of the Participant’s employment with or provision of
services to the Company or its Subsidiaries. Such provisions shall be determined
in the sole discretion of the Committee, shall be included in the Award
Agreement entered into with each Participant, need not be uniform among all
Shares of Restricted Stock or Restricted Stock Units delivered pursuant to this
Plan, and may reflect distinctions based on the reasons for
termination.

    


    8.7          Section 83(b) Election. The
Committee may provide in an Award Agreement that the Award of Restricted Stock
is conditioned upon the Participant making or refraining from making an election
with respect to the Award under Code Section 83(b). If a Participant makes an
election pursuant to Code Section 83(b) concerning a Restricted Stock Award, the
Participant shall be required to file promptly a copy of such election with the
Company.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    8.8          No Other Feature of Deferral.
No Restricted Stock Unit granted pursuant to this Plan shall provide for any
feature for the deferral of compensation subject to Code Section 409A unless
such deferral complies with the requirements of Code Section 409A.

    


    Article
9. Performance Units/Performance Shares

    


    9.1          Grant of Performance
Units/Performance Shares. Subject to the terms and provisions of this
Plan, the Committee, at any time and from time to time, may grant Performance
Units and/or Performance Shares to Participants in such amounts and upon such
terms as the Committee shall determine.

    


    9.2          Performance Unit and Performance
Share Award Agreement. Each Performance Unit and/or Performance Share
Award shall be evidenced by an Award Agreement that shall specify the number of
Performance Units and/or Performance Shares granted, the performance goals, and
the applicable Performance Period, and such other provisions as the Committee
shall determine which are not inconsistent with the terms of this
Plan.

    


    9.3          Value of Performance
Units/Performance Shares. Each Performance Unit shall have an
initial value that is established by the Committee at the time of grant. Each
Performance Share shall have an initial value equal to the Fair Market Value of
a Share on the date of grant. The Committee, in its discretion, shall set
performance goals for each Performance Period which, depending on the extent to
which they are met, will determine the value and/or number of Performance
Units/Performance Shares that will be paid out or distributed to the
Participant.

    


    9.4          Earning of Performance
Units/Performance Shares. Subject to the terms of this Plan, after
the applicable Performance Period has ended, the holder of Performance
Units/Performance Shares shall be entitled to receive payout of the value and/or
distribution of the number of Performance Units/Performance Shares earned by the
Participant over the Performance Period, to be determined as a function of the
extent to which the corresponding performance goals have been
achieved.

    


    9.5          Form and Timing of Distribution or
Payment of Performance Units/Performance Shares. Distribution of Shares
or payment of the value earned pursuant to Performance Units/Performance Shares
shall be as determined by the Committee and as evidenced in the Award Agreement.
Subject to the terms of this Plan, the Committee, in its sole
discretion, may pay earned Performance Units/Performance Shares in the form
of cash or in Shares (or in a combination thereof) equal to the value of the
earned Performance Units/Performance Shares at the close of the applicable
Performance Period, unless the terms of the Award require payment at some later
date. Any Shares delivered pursuant to Performance Share Awards may be subject
to any restrictions deemed appropriate by the Committee. The determination of
the Committee with respect to the form of payout of such Awards shall be set
forth in the Award Agreement pertaining to the grant of the Award.

    


    9.6          Termination of Employment.
Each Award Agreement shall set forth the extent to which the Participant shall
have the right to retain Performance Units and/or Performance Shares following
termination of the Participant’s employment with or provision of services to the
Company or its Subsidiaries. Such provisions shall be determined in the sole
discretion of the Committee, shall be included in the Award Agreement entered
into with each Participant, need not be uniform among all Awards of Performance
Units or Performance Shares granted pursuant to this Plan, and may reflect
distinctions based on the reasons for termination.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Article
10. Cash-Based Awards and Other Stock-Based Awards

    


    10.1        Grant of Cash-Based Awards.
Subject to the terms and provisions of the Plan, the Committee, at any time
and from time to time, may grant Cash-Based Awards to Participants in such
amounts and upon such terms as the Committee may determine.

    


    10.2        Other Stock-Based Awards. The
Committee may grant other types of equity-based or equity-related Awards not
otherwise described by the terms of this Plan (including the grant or offer for
sale of unrestricted Shares) in such amounts and subject to such terms and
conditions as the Committee shall determine. Such Awards may involve the
transfer of actual Shares to Participants, or payment in cash or otherwise of
amounts based on the value of Shares, and may include, without limitation,
Awards designed to comply with or take advantage of the applicable local laws of
jurisdictions other than the United States.

    


    10.3        Cash-Based and Other Stock-Based
Award Agreements. Each Cash-Based and/or Other Stock-Based Award shall be
evidenced by an Award Agreement that shall specify the payment amount or the
number of Shares granted, the performance goals and the Performance Period, if
applicable, the time and form of payment or distribution, and such other
provisions as the Committee shall determine which are not inconsistent with the
terms of this Plan.

    


    10.4        Value of Cash-Based and Other
Stock-Based Awards. Each Cash-Based Award shall specify a payment amount
or formula for calculating the payment amount, as determined by the Committee.
Each Other Stock-Based Award shall be expressed in terms of Shares or units
based on Shares, as determined by the Committee. The Committee may establish
performance goals in its discretion. If the Committee exercises its discretion
to establish performance goals, the number and/or value of Cash-Based Awards or
Other Stock-Based Awards that will be paid out to the Participant will depend on
the extent to which the performance goals are met.

    


    10.5        Payment of Cash-Based Awards and
Other Stock-Based Awards. Payment, if any, with respect to a Cash-Based
Award or an Other Stock-Based Award shall be made in accordance with the terms
of the Award, in cash or Shares as the Committee determines.

    


    10.6        Termination of Employment. The
Committee shall determine the extent to which the Participant shall have the
right to receive payment or distribution under any Cash-Based Awards or Other
Stock-Based Awards following termination of the Participant’s employment with or
provision of services to the Company or its Subsidiaries. Such provisions shall
be determined in the sole discretion of the Committee, may be included in an
agreement entered into with each Participant, but need not be uniform among all
Awards of Cash-Based Awards or Other Stock-Based Awards
granted pursuant to the Plan, and may reflect distinctions based on the reasons
for termination.

    


    Article
11. Transferability of Awards

    


    11.1        Transferability. Except as
provided in Section 11.2 below, during a Participant’s lifetime, his or her
Awards shall be exercisable only by the Participant. Awards shall not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated other
than by will or the laws of descent and distribution; no Awards shall be
subject, in whole or in part, to attachment, execution, or levy of any kind; and
any purported transfer in violation hereof shall be null and void. The Committee
may establish such procedures as it deems appropriate for a Participant to
designate a beneficiary to whom any amounts payable or Shares deliverable in the
event of, or following, the Participant’s death, may be
provided.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    11.2        Committee Action. The
Committee may, in its discretion, determine that notwithstanding Section 11.1,
any or all Awards other than ISOs shall be transferable to and exercisable by
such transferees, and subject to such terms and conditions as the Committee may
deem appropriate.

    


    Article
12. Performance Measures

    


    12.1        Performance Measures. The
performance goals upon which the payment or vesting of an Award to a Covered
Employee that is intended to qualify as Performance-Based Compensation shall be
limited to the following Performance Measures:

    


    
      	
               
      

            	
              (a)

            	
              Net
      earnings or net income (before or after taxes, the impact of changes in
      the fair value of derivatives, stock plan expenses, yield maintenance
      and/or loan losses) or any other measure that uses all or part of such
      components;

            


    

    
      	
               
      

            	
              (b)

            	
              Earnings
      per share;

            


    

    
      	
               
      

            	
              (c)

            	
              Revenues
      or mission volume or growth
therein;

            


    

    
      	
               
      

            	
              (d)

            	
              Net
      operating profit;

            


    

    
      	
               
      

            	
              (e)

            	
              Return
      measures (including, but not limited to, return on assets, capital,
      invested capital, equity, sales, or
revenue);

            


    

    
      	
               
      

            	
              (f)

            	
              Cash
      flow (including, but not limited to, operating cash flow, free cash flow,
      cash flow return on equity, and cash flow return on
      investment);

            


    

    
      	
               
      

            	
              (g)

            	
              Earnings
      before or after taxes, interest, depreciation, and/or
      amortization;

            


    

    
      	
               
      

            	
              (h)

            	
              Gross
      or operating margins;

            


    

    
      	
               
      

            	
              (i)

            	
              Productivity
      ratios;

            


    

    
      	
               
      

            	
              (j)

            	
              Share
      price (including, but not limited to, growth measures and total
      shareholder return);

            


    

    
      	
               
      

            	
              (k)

            	
              Expense
      targets;

            


    

    
      	
               
      

            	
              (l)

            	
              Margins;

            


    

    
      	
               
      

            	
              (m)

            	
              Operating
      efficiency

            


    

    
      	
               
      

            	
              (n)

            	
              Market
      share;

            


    

    
      	
               
      

            	
              (o)

            	
              Customer
      satisfaction;

            


    

    
      	
               
      

            	
              (p)

            	
              Working
      capital targets;

            


    

    
      	
               
      

            	
              (q)

            	
              Delinquency
      rate;

            


    

    
      	
               
      

            	
              (r)

            	
              Net
      charge-offs; and

            


    

    
      	
               
      

            	
              (s)

            	
              Economic
      value added or EVA (net operating profit after tax minus the sum of
      capital multiplied by the cost of
capital).

            


    

    


    Any
Performance Measure(s) may be used to measure the performance of the Company
and/or Subsidiary as a whole or any business unit of the Company and/or
Subsidiary, or any combination thereof, as the Committee may deem appropriate,
or any of the above Performance Measures as compared to the performance of a
group of comparator companies, or published or special index that the Committee,
in its sole discretion, deems appropriate, or the Company may select Performance
Measure (j) above as compared to various stock market indices. The Committee
also has the authority to provide for accelerated vesting of any Award based on
the achievement of performance goals pursuant to the Performance Measures
specified in this Article 12.

    


    12.2        Evaluation of Performance. The
Committee may provide in any such Award that any evaluation of performance may
include or exclude any of the following events that occurs during a Performance
Period: (a) asset write-downs; (b) litigation or claim judgments or settlements;
(c) the effect of changes in tax laws, accounting principles, or other laws or
provisions affecting reported results; (d) any reorganization and restructuring
programs; (e) extraordinary nonrecurring items as described in Accounting
Principles Board Opinion No. 30 and/or in management’s discussion and analysis
of financial condition and results of operations appearing in the Company’s
annual report to shareholders for the applicable year; (f) acquisitions or
divestitures; and (g) foreign exchange gains and losses. To the extent such
inclusions or exclusions affect Awards to Covered Employees, they shall be
prescribed in a form that meets the requirements of Code Section 162(m) for
deductibility.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    12.3        Adjustment of Performance-Based
Compensation. Awards that are intended to qualify as Performance-Based
Compensation may not be adjusted upward. The Committee shall retain the
discretion to adjust such Awards downward, either on a formula or discretionary
basis, or any combination as the Committee determines.

    


    12.4       Committee Discretion. In the
event that applicable tax and/or securities laws change to permit Committee
discretion to alter the governing Performance Measures without obtaining
shareholder approval of such changes, the Committee shall have sole discretion
to make such changes without obtaining shareholder approval. In addition, in the
event the Committee determines that it is advisable to grant Awards that shall
not qualify as Performance-Based Compensation, the Committee may make such
grants without satisfying the requirements of Code Section 162(m) and base
vesting on Performance Measures other than those set forth in
Section 12.1.

    


    Article
13. Nonemployee Director Awards

    


    Nonemployee
Directors may only be granted Nonemployee Director Awards under the Plan in
accordance with this Article 13. From time to time, the Board shall set the
amount(s) and type(s) of equity awards that shall be granted to all Nonemployee
Directors on a periodic basis pursuant to the Plan. The Board shall grant such
Nonemployee Director Awards to Nonemployee Directors as it shall from time to
time determine.

    


    Article
14. Dividend Equivalents

    


    Any
Participant selected by the Committee may be granted dividend equivalents based
on the dividends declared on Shares that are subject to any Award, to be
credited as of dividend payment dates, during the period between the date the
Award is granted and the date the Award is exercised, vests, or expires, as
determined by the Committee. Such dividend equivalents shall be converted to
cash or additional Shares by such formula and at such time and subject to such
limitations as may be determined by the Committee when the decision to grant the
Award is made, unless the Award is not deferred compensation for purposes of
Code Section 409A.

    


    Article
15. Beneficiary Designation

    


    Each
Participant under this Plan may, from time to time, name any beneficiary or
beneficiaries (who may be named contingently or successively) to whom any
benefit under this Plan is to be paid in case of his death before he receives
any or all of such benefit. Each such designation shall revoke all prior
designations by the same Participant, shall be in a form prescribed by the
Committee, and will be effective only when filed by the Participant in writing
with the Company during the Participant’s lifetime. In the absence of any such
beneficiary designation, benefits remaining unpaid or rights remaining
unexercised at the Participant’s death shall be paid to or exercised by the
Participant’s executor, administrator, or legal representative.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Article
16. Rights of Participants

    


    16.1       Employment. Nothing in this
Plan or an Award Agreement shall interfere with or limit in any way the right of
the Company or its Subsidiaries to terminate any Participant’s employment or
service on the Board or to the Company or its Subsidiaries at any time or for
any reason not prohibited by law, nor confer upon any Participant any right to
continue his employment or service as a Director for any specified period of
time.

    


    Neither
an Award nor any benefits arising under this Plan shall constitute an employment
contract with the Company or its Subsidiaries and, accordingly, subject to
Articles 3 and 17, this Plan and the benefits hereunder may be terminated
at any time in the sole and exclusive discretion of the Committee without giving
rise to any liability on the part of the Company or its
Subsidiaries.

    


    16.2       Participation. No individual
shall have the right to be selected to receive an Award under this Plan, or,
having been so selected, to be selected to receive a future Award.

    


    16.3        Rights as a Shareholder.
Except as otherwise provided herein, a Participant shall have none of the rights
of a shareholder with respect to Shares covered by any Award until the
Participant becomes the record holder or beneficial owner of such
Shares.

    


    Article
17. Amendment, Modification, Suspension, and Termination

    


    17.1        Amendment, Modification, Suspension,
and Termination. Subject to Section 17.3, the Board or the Committee may,
at any time and from time to time, alter, amend, modify, suspend, or
terminate this Plan and any Award Agreement in whole or in part; provided, however,
that without the prior approval of the Company’s shareholders and except as
provided in Section 4.4, Options or SARs granted under this Plan will not be
repriced, replaced, or regranted through cancellation, or by lowering the Option
Price of a previously granted Option or the Grant Price of a previously granted
SAR, nor will any outstanding Options having an Option Price or SARs having a
Grant Price less than the current FMV be canceled in exchange for cash or other
Awards, and no material amendment of this Plan
shall be made without shareholder approval if shareholder approval is required
by law, regulation, stock exchange rule or otherwise.

    


    17.2       Adjustment of Awards Upon the
Occurrence of Certain Unusual or Nonrecurring Events. The Committee may
make adjustments in the terms and conditions of, and the criteria included in,
Awards in recognition of unusual or nonrecurring events (including, without
limitation, the events described in Section 4.4 hereof) affecting the Company or
the financial statements of the Company or of changes in applicable laws,
regulations, or accounting principles, whenever the Committee determines that
such adjustments are appropriate in order to prevent unintended dilution or
enlargement of the benefits or potential benefits intended to be made available
under this Plan. The determination of the Committee as to the foregoing
adjustments, if any, shall be conclusive and binding on Participants under this
Plan.

    


    17.3       Awards Previously Granted.
Notwithstanding any other provision of this Plan to the contrary (other than
Section 17.4), no termination, amendment, suspension, or modification of this
Plan or an Award Agreement shall adversely affect in any material way any
Award previously granted under this Plan, without the written consent of the
Participant holding such Award.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    17.4       Amendment to Conform to Law.
Notwithstanding any other provision of this Plan to the contrary, the Board or
the Committee may unilaterally amend the Plan or an Award Agreement in
accordance with the following:

    


    
      	
               
      

            	
              (a)

            	
              The
      Board or the Committee may amend the Plan or an Award Agreement to take
      effect retroactively or otherwise, as deemed necessary or advisable for
      the purpose of conforming the Plan or an Award Agreement to any present or
      future law relating to plans of this or similar nature, and to the
      administrative regulations and rulings promulgated thereunder. By
      accepting an Award under this Plan, a Participant agrees to any amendment
      made pursuant to this Section 17.4 to any Award granted under the Plan
      without further consideration or
action.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Board or the Committee may amend the Plan or an Award Agreement to:
      (i) exempt the Award from the requirements of Code Section 409A or
      preserve the intended tax treatment of the benefits provided with respect
      to the Award, or (ii) comply with the requirements of Section 409A of
      the Code.

            


    

    


    Article
18. Withholding

    


    18.1       Tax Withholding. The Company
shall have the power and the right to deduct or withhold, or require a
Participant to remit to the Company, the minimum statutory amount to satisfy
federal, state, and local taxes, required by law or regulation to be withheld
with respect to any taxable event relating to an Award.

    


    18.2       Share Withholding. With
respect to withholding required upon the exercise of Options or SARs, upon the
lapse of restrictions on Restricted Stock and Restricted Stock Units, or upon
the achievement of performance goals related to Performance Shares, or any other
taxable event arising as a result of an Award granted hereunder, Participants
may elect, subject to the approval of the Committee, to satisfy the withholding
requirement, in whole or in part, by having the Company withhold Shares having a
fair market value on the date the tax is to be determined equal to the minimum
statutory total tax that could be imposed on the transaction. All such elections
shall be irrevocable, made in writing, and signed by the Participant, and shall
be subject to any restrictions or limitations that the Committee, in its sole
discretion, deems appropriate.

    


    Article
19. Successors

    


    All
obligations of the Company under this Plan with respect to Awards granted
hereunder shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Company.

    


    Article
20. General Provisions

    


    20.1       Forfeiture Events. The
Committee may specify in an Award Agreement that the Participant’s rights,
payments, and benefits with respect to an Award shall be subject to reduction,
cancellation, forfeiture, or recoupment upon the occurrence of certain specified
events, in addition to any otherwise applicable vesting or performance
conditions of an Award.

    


    20.2        Legend. The certificates for
Shares may include any legend which the Committee deems appropriate to reflect
any restrictions on transfer of such Shares.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    20.3       Gender and Number. Except
where otherwise indicated by the context, any masculine term used herein also
shall include the feminine, the plural shall include the singular, and the
singular shall include the plural.

    


    20.4       Severability. In the event any
provision of this Plan shall be held illegal or invalid for any reason, the
illegality or invalidity shall not affect the remaining parts of this Plan, and
this Plan shall be construed and enforced as if the illegal or invalid provision
had not been included.

    


    20.5       Requirements of Law. The granting of Awards
and the delivery of Shares under this Plan shall be subject to all applicable
laws, rules, and regulations, and to such approvals by any governmental agencies
or national securities exchanges as may be required.

    


    20.6       Delivery of Title. The Company shall have
no obligation to issue or deliver evidence of title for Shares granted pursuant
to this Plan prior to:

    


    
      	
               
      

            	
              (a)

            	
              Obtaining
      any approvals from governmental agencies that the Company determines are
      necessary or advisable; and

            


    

    


    
      	
               
      

            	
              (b)

            	
              Completion
      of any registration or other qualification of the Shares under any
      applicable federal or state law or ruling of any governmental body that
      the Company determines to be necessary or
  advisable.

            


    

    


    20.7       Inability to Obtain
Authority. The inability of the
Company to obtain authority from any regulatory body having jurisdiction, which
authority is deemed by the Company’s counsel to be necessary to the lawful
delivery or sale of any Shares hereunder, shall relieve the Company of any
liability in respect of the failure to deliver or sell such Shares as to which
such requisite authority shall not have been obtained.

    


    20.8       Uncertificated Shares. To the
extent that this Plan provides for issuance of certificates to reflect the
transfer of Shares, the transfer of such Shares may be effected on a
noncertificated basis, to the extent not prohibited by applicable law or the
rules of any stock exchange.

    


    20.9       Unfunded Plan. Participants shall have
no right, title, or interest whatsoever in or to any investments that the
Company or its Subsidiaries may make to aid it in meeting its obligations under
this Plan. Nothing contained in this Plan, and no action taken pursuant to its
provisions, shall create or be construed to create a trust of any kind, or a
fiduciary relationship between the Company and its Subsidiaries and any
Participant, beneficiary, legal representative, or any other individual. To the
extent that any individual acquires a right to receive payments from the Company
or its Subsidiaries under this Plan, such right shall be no greater than the
right of an unsecured general creditor of the Company or a Subsidiary, as the
case may be. All payments to be made hereunder shall be paid from the general
funds of the Company or a Subsidiary, as the case may be, and no special or
separate fund shall be established and no segregation of assets shall be made to
assure payment of such amounts except as expressly set forth in this
Plan.

    


    20.10     No Fractional Shares. No
fractional Shares shall be issued or delivered pursuant to this Plan or any
Award. The Committee shall determine whether cash, Awards, or other property
shall be delivered or paid in lieu of fractional Shares or whether such
fractional Shares or any rights thereto shall be forfeited or otherwise
eliminated.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    20.11     Retirement and Welfare Plans.
Neither Awards made under this Plan nor Shares or cash paid pursuant to such
Awards may be included as “compensation” for purposes of computing the benefits
payable to any Participant under the Company’s or any Subsidiary’s retirement
plans (both qualified and nonqualified) or welfare benefit plans unless such
other plan expressly provides that such compensation shall be taken into account
in computing a Participant’s benefit.

    


    20.12     Code Section 409A.
Notwithstanding any provision in this Plan or any Award Agreement to the
contrary, if any provision of this Plan or any Award Agreement contravenes any
regulations or guidance promulgated under Code Section 409A or could cause any
Award to be subject to additional taxes, accelerated taxation, interest or
penalties under Code Section 409A, the Company may, in its sole discretion and
without the Participant’s consent, modify this Plan or any Award Agreement: (i)
to comply with, or avoid being subject to, Code Section 409A, or to avoid the
imposition of any taxes, accelerated taxation, interest or penalties under Code
Section 409A, and (ii) to maintain, to the maximum extent practicable, the
original intent of the applicable provision without contravening the provisions
of Code Section 409A. This section does not create an obligation on the part of
the Company to modify this Plan or any Award Agreement and does not guarantee
that the Awards will not be subject to interest or penalties under Code Section
409A.

    


    20.13     Nonexclusivity of this Plan.
The adoption of this Plan shall not be construed as creating any limitations on
the power of the Board or Committee to adopt such other compensation
arrangements as it may deem desirable.

    


    20.14     No Constraint on Corporate
Action. Nothing in this Plan shall be construed to: (a) limit,
impair, or otherwise affect the Company’s or a Subsidiary’s right or power to
make adjustments, reclassifications, reorganizations, or changes of its capital
or business structure, or to merge or consolidate, or dissolve, liquidate, sell,
or transfer all or any part of its business or assets; or (b) limit the right or
power of the Company or a Subsidiary to take any action which such entity deems
to be necessary or appropriate.

    


    20.15     Governing Law, Exclusive
Jurisdiction, and Venue. The Plan and each Award Agreement shall be
governed by federal law, to the extent federal law incorporates state law, that
law shall be the laws of the District of Columbia, excluding any conflicts or
choice of law rule or principle that might otherwise refer construction or
interpretation of this Plan to the substantive law of another jurisdiction.
Unless otherwise provided in the Award Agreement, recipients of an Award under
this Plan are deemed to submit to the exclusive jurisdiction and venue of the
federal courts in the District of Columbia, to resolve any and all issues that
may arise out of or relate to this Plan or any Award Agreement.

    


    20.16     Indemnification. Subject to
requirements of federal law, each individual who is or shall have been a member
of the Board, or a Committee appointed by the Board, or an officer of the
Company to whom authority was delegated in accordance with Article 3, shall be
indemnified and held harmless by the Company against and from any loss, cost,
liability, or expense that may be imposed upon or reasonably incurred by him or
her in connection with or resulting from any claim, action, suit, or proceeding
to which he or she may be a party or in which he or she may be involved by
reason of any action taken or failure to act under this Plan and against and
from any and all amounts paid by him or her in settlement thereof, with the
Company’s approval, or paid by him or her in satisfaction of any judgment in any
such action, suit, or proceeding against him or her, provided he or she shall
give the Company an opportunity, at its own expense, to handle and defend the
same before he or she undertakes to handle and defend it on his/her own behalf,
unless such loss, cost, liability, or expense is a result of his/her own willful
misconduct or except as expressly provided by statute.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    The
foregoing right of indemnification shall not be exclusive of any other rights of
indemnification to which such individuals may be entitled under the Company’s
Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any
power that the Company may have to indemnify them or hold them
harmless.

    


    


    -END-